Common use of POTENTIAL MATERIAL CONFLICTS Clause in Contracts

POTENTIAL MATERIAL CONFLICTS. 7.1 The Fund agrees that the Board, constituted with a majority of disinterested directors, will monitor each Portfolio of the Fund for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies ("contract owners") investing in the Fund. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested directors of the Board. The Board will give prompt notice of any such determination to the Company.